Service Level Agreement Sla Document

SERVICE LEVEL AGREEMENT (SLA) DOCUMENT

This SERVICE LEVEL AGREEMENT ("SLA" or "Agreement") is made and entered into as of this [Day] day of [Month], [Year] (the "Effective Date"),

BY AND BETWEEN:

[Service Provider Full Legal Name], a [Type of Entity, e.g., corporation/limited liability company] duly organized and existing under the laws of [Jurisdiction of Service Provider], with its principal place of business at [Service Provider Address] ("Service Provider");

AND

[Client Full Legal Name], a [Type of Entity, e.g., corporation/limited liability company] duly organized and existing under the laws of [Jurisdiction of Client], with its principal place of business at [Client Address] ("Client").

WHEREAS, Service Provider is engaged in the business of providing [Type of Service, e.g., cloud hosting, software support, managed IT] services;

WHEREAS, Client desires to retain Service Provider to provide certain [Specific Services] services, as further detailed in the Master Service Agreement (or "MSA") dated [Date of MSA], or other primary service agreement between the Parties (the "Underlying Agreement");

WHEREAS, this SLA is intended to define the service levels, performance metrics, and remedies pertaining to the Services provided by Service Provider to Client under the Underlying Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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1. Operational Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1. "Agreement" means this Service Level Agreement (SLA) document. 1.2. "Client" means [Client Full Legal Name] and its authorized representatives. 1.3. "Service Provider" means [Service Provider Full Legal Name] and its authorized representatives. 1.4. "Underlying Agreement" means the Master Service Agreement dated [Date of MSA], or other primary service agreement, between the Parties for the provision of the Services. 1.5. "Services" means the services provided by Service Provider to Client as specifically described in Section [Section Number] of the Underlying Agreement and further detailed in Section 2 of this Agreement. 1.6. "Service Level" means the specific performance standards and targets set forth in Section 2 of this Agreement, which Service Provider commits to meet when providing the Services. 1.7. "Performance Metric" means the specific, quantifiable measure used to assess Service Provider's compliance with a particular Service Level. 1.8. "Downtime" means the period during which the Services are unavailable to the Client, preventing access to or use of core functionalities, excluding Scheduled Maintenance. 1.9. "Uptime" means the percentage of time during a measurement period that the Services are available to the Client, calculated as (Total Time - Downtime) / Total Time × 100%. 1.10. "Incident" means any unplanned interruption or reduction in the quality or functionality of the Services. 1.11. "Response Time" means the elapsed time from when an Incident is reported by Client to Service Provider until Service Provider commences investigation and provides an initial acknowledgment to Client. 1.12. "Resolution Time" means the elapsed time from when an Incident is reported by Client until the Services are restored to operational status, or a workaround is provided, to Client's reasonable satisfaction. 1.13. "Critical Incident" means an Incident causing a complete outage of the Services or a severe degradation that prevents the Client from performing core business functions, as defined in Section 2.2. 1.14. "Service Credit" means the monetary or extended service remedy provided to Client by Service Provider for failure to meet a Service Level, as specified in Section 3. 1.15. "Scheduled Maintenance" means pre-planned interruptions to the Services for maintenance, upgrades, or other necessary activities, provided Client is given at least [Number] days' prior written notice. 1.16. "Business Day" means any day other than a Saturday, Sunday, or public holiday in [Jurisdiction of Service Provider]. 1.17. "Business Hours" means [Start Time] AM to [End Time] PM [Time Zone] on Business Days.

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2. Substantive Terms & Obligations

2.1. Service Scope and Availability (Uptime) 2.1.1. Service Provider shall make the Services available to Client with an Uptime of at least [Percentage]% per calendar month, excluding Scheduled Maintenance. 2.1.2. Uptime shall be measured by Service Provider's monitoring tools, or a mutually agreed-upon third-party tool, from the primary access points for the Services. 2.1.3. The Services are expected to be available twenty-four (24) hours a day, seven (7) days a week, except for Downtime as defined herein or during Scheduled Maintenance.

2.2. Incident Response and Resolution Times Service Provider shall adhere to the following Incident Response and Resolution Time targets based on Incident Severity:

| Severity Level | Definition                                                               | Response Time Target (within Business Hours) | Resolution Time Target (within Business Hours) |
| :------------- | :----------------------------------------------------------------------- | :------------------------------------------- | :--------------------------------------------- |
| **1 (Critical)** | Service is completely unavailable or severely impaired, impacting core business functions for all users. | [Number] minutes                             | [Number] hours                                 |
| **2 (High)**   | Major functionality impaired; significant impact on a substantial subset of users or key business processes. | [Number] hour                                | [Number] hours                                 |
| **3 (Medium)** | Minor functionality impaired; moderate impact, limited users affected, or a viable workaround exists. | [Number] hours                               | [Number] Business Days                         |
| **4 (Low)**    | Cosmetic issue, minor non-critical bug, or general inquiry with minimal business impact. | [Number] Business Days                       | [Number] Business Days                         |

2.2.1. Incident severity levels shall be mutually agreed upon or determined by Service Provider using reasonable judgment, considering Client's reported impact.
2.2.2. Response and Resolution Times are measured from the moment Client properly reports an Incident through the designated support channel.

2.3. Scheduled Maintenance Service Provider may perform Scheduled Maintenance during off-peak hours, typically between [Start Time] and [End Time] [Time Zone], upon providing Client with at least [Number] days' prior written notice via [Email/Portal/etc.]. Scheduled Maintenance shall not count towards Downtime for Service Level calculation.

2.4. Service Provider Obligations 2.4.1. Monitoring: Service Provider shall proactively monitor the Services for performance, availability, and security using industry-standard tools and practices. 2.4.2. Security: Service Provider shall implement and maintain commercially reasonable technical and organizational security measures to protect Client data processed within the Services. 2.4.3. Reporting: Service Provider shall provide regular performance reports as detailed in Section 2.6. 2.4.4. Personnel: Service Provider shall ensure that it employs adequately trained and qualified personnel to perform the Services. 2.4.5. Support Channels: Service Provider shall provide designated support channels (e.g., help desk portal, email, phone) for Incident reporting and inquiries.

2.5. Client Obligations 2.5.1. Reporting: Client shall promptly report Incidents to Service Provider through the designated support channels, providing all reasonably requested information to facilitate diagnosis and resolution. 2.5.2. Cooperation: Client shall provide timely and necessary information, cooperation, and access as reasonably required by Service Provider to perform the Services and resolve Incidents. 2.5.3. Infrastructure: Client shall be responsible for its own network, internet connectivity, and computing equipment, ensuring they meet the technical requirements specified by Service Provider for optimal Service performance. 2.5.4. Authorized Use: Client shall use the Services in accordance with the terms of the Underlying Agreement and this SLA, and shall not interfere with Service Provider's ability to provide the Services.

2.6. Performance Reporting Service Provider shall provide Client with a monthly Service Level report within [Number] Business Days following the end of each calendar month. The report shall detail: 2.6.1. The Uptime percentage for the Services during the preceding month. 2.6.2. A summary of all Critical Incidents, including reported time, response time, resolution time, and root cause (if known and resolved). 2.6.3. Any Service Credits earned by Client for the reported month. 2.6.4. Other mutually agreed-upon Performance Metrics.

2.7. Exclusions from Service Levels The Service Levels set forth in this Agreement shall not apply to performance issues or Downtime caused by: 2.7.1. Factors outside Service Provider's reasonable control, including, without limitation, Force Majeure Events as defined in Section 4.6. 2.7.2. Any act or omission by Client or third parties acting on Client's behalf. 2.7.3. Client's equipment, network, internet connectivity, or third-party hardware/software not provided by Service Provider. 2.7.4. Use of the Services in a manner not authorized by the Underlying Agreement or this SLA, or outside of their intended specifications. 2.7.5. Scheduled Maintenance. 2.7.6. Suspension of Services by Service Provider in accordance with the Underlying Agreement (e.g., for non-payment, breach of acceptable use policy).

2.8. Review and Adjustment The Parties agree to review the Service Levels and Performance Metrics set forth in this Agreement at least once every [e.g., twelve (12) months] or upon significant changes to the Services, to ensure their continued relevance and appropriateness. Any adjustments shall be made via a written amendment signed by both Parties.

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3. Default, Termination, and Remedies

3.1. Service Credit Eligibility If Service Provider fails to meet an Uptime Service Level as defined in Section 2.1 in a given calendar month, Client shall be eligible for Service Credits as described herein. Service Credits are Client's sole and exclusive remedy for any failure by Service Provider to meet the Service Levels set forth in this Agreement.

3.2. Service Credit Calculation 3.2.1. Uptime Service Credits: If the monthly Uptime falls below the guaranteed percentage, Client shall receive a Service Credit calculated as follows:

3.2.2. **Incident Response/Resolution Service Credits:** For each Critical Incident (Severity 1) where Service Provider fails to meet *both* the Response Time Target and the Resolution Time Target within a calendar month, Client shall receive a Service Credit of [Percentage]% of the monthly fees payable for the affected Services, up to the Maximum Service Credits limit in Section 3.4.

3.3. Application of Service Credits 3.3.1. Service Credits shall be applied against the Client's invoice for the subsequent billing cycle following the month in which the Service Level failure occurred and was confirmed. 3.3.2. Client must request Service Credits in writing within [Number] days of receiving the monthly Service Level report detailing the non-compliance. Failure to make a timely request will waive Client's right to the Service Credit for that period.

3.4. Maximum Service Credits The total amount of Service Credits issued in any single calendar month shall not exceed [Percentage]% (e.g., twenty-five percent (25%)) of the monthly fees payable for the affected Services.

3.5. Notice of Breach and Cure 3.5.1. If either Party believes the other Party is in material breach of this Agreement, including any Service Level, the non-breaching Party shall provide written notice to the breaching Party, specifying the nature of the breach in reasonable detail. 3.5.2. The breaching Party shall have Thirty (30) Business Days from the date of receipt of such notice to cure the breach or to provide a commercially reasonable plan for curing the breach within a mutually agreed timeframe.

3.6. Termination for Uncured Breach If a material breach remains uncured after the Thirty (30) Business Day cure period, or if a reasonable cure plan is not provided or adhered to, the non-breaching Party may terminate this Agreement and/or the affected Services under the Underlying Agreement, without prejudice to any other rights or remedies it may have at law or in equity, upon providing an additional [Number] days' written notice.

3.7. Cumulative Failures Leading to Termination Notwithstanding Section 3.6, if Service Provider fails to meet the Uptime Service Level (Section 2.1) in [Number, e.g., three (3)] out of any [Number, e.g., six (6)] consecutive calendar months, Client shall have the right to terminate the affected Services under the Underlying Agreement upon [Number] days' written notice, without further liability to Service Provider, in addition to any accrued Service Credits.

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4. Boilerplate Legal Provisions

4.1. Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of [State/Country, e.g., the State of Delaware], without giving effect to any choice or conflict of law provision or rule (whether of [State/Country, e.g., the State of Delaware] or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of [State/Country, e.g., the State of Delaware].

4.2. Dispute Resolution 4.2.1. Negotiation: The Parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof ("Dispute") through good-faith negotiation between senior management representatives within [Number] Business Days of written notice of a Dispute. 4.2.2. Arbitration (Alternative to Litigation): If the Dispute is not resolved through negotiation within [Number] Business Days, any Party may submit the Dispute to binding arbitration administered by [Arbitration Body, e.g., JAMS or American Arbitration Association ("AAA")] in accordance with its [Specific Rules, e.g., Streamlined Arbitration Rules and Procedures] then in effect. The arbitration shall take place in [City, State], and the language of the arbitration shall be English. The award rendered by the arbitrator(s) shall be final and binding upon the Parties, and judgment thereon may be entered in any court having jurisdiction thereof. 4.2.3. Exclusive Jurisdiction (Alternative to Arbitration): Alternatively, if arbitration is not selected by both Parties as the method of dispute resolution, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [City, State] for the resolution of any Dispute arising out of or relating to this Agreement, and each Party hereby waives any objection to venue or inconvenient forum.

4.3. Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. The Parties shall endeavor to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent of the Parties.

4.4. Entire Agreement This Agreement, together with the Underlying Agreement and any exhibits or schedules referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between the terms of this SLA and the Underlying Agreement, the terms of the Underlying Agreement shall prevail, unless this SLA explicitly states otherwise regarding service levels and remedies for service level failures.

4.5. Force Majeure Neither Party shall be liable for any delay or failure to perform its obligations hereunder (excluding payment obligations) if such delay or failure is caused by an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, or other natural disasters, strikes, power outages, internet service provider failures, or governmental decrees (a "Force Majeure Event"). The Party affected by the Force Majeure Event shall promptly notify the other Party in writing and use commercially reasonable efforts to mitigate the effect of such event. If a Force Majeure Event continues for a period exceeding [Number, e.g., sixty (60)] days, either Party may terminate this Agreement upon written notice to the other Party.

4.6. Notices All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the [Number] day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, to the Parties at the following addresses (or to such other address that the receiving Party may designate from time to time in accordance with this Section):

**If to Service Provider:**
[Service Provider Full Legal Name]
Attn: [Contact Person/Department]
[Service Provider Address]
Email: [Service Provider Email Address]

**If to Client:**
[Client Full Legal Name]
Attn: [Contact Person/Department]
[Client Address]
Email: [Client Email Address]

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5. Formal Execution Block

IN WITNESS WHEREOF, the Parties have executed this Service Level Agreement as of the Effective Date.

SERVICE PROVIDER:

[Service Provider Full Legal Name]

By: ___________________________ Name: [Service Provider Signatory Name] Title: [Service Provider Signatory Title] Date: [Date]

CLIENT:

[Client Full Legal Name]

By: ___________________________ Name: [Client Signatory Name] Title: [Client Signatory Title] Date: [Date]